How to dissolve a Vermont LLC
Data last updated: Apr 21, 2026The quick read on dissolving a Vermont LLC
At $20, Vermont's dissolution fee is below the national average of $46, closer to the free end of the spectrum. Vermont accepts the dissolution filing online or mail, with online approvals in about 3 business days. There is no formal tax clearance requirement, so the filing itself is the bottleneck rather than tax review.
Dissolution is a procedural filing, not a tax audit. The Secretary of State's job is limited to confirming the document is properly completed and the LLC is in good standing. What matters most for Vermont filers is the order of operations: vote, file, and close the federal side. Each step is simple individually; doing them out of order or skipping the federal step is what causes problems years later.
Dissolution steps in Vermont
The state-specific procedure, in order. Skip any step and the state's dissolution filing will be rejected or left incomplete.
- Member vote to dissolve
Vermont's LLC statute calls for a per operating agreement member vote to dissolve, unless your operating agreement specifies a different threshold. Document the vote in meeting minutes or a written consent.
- File the Articles of Termination (Limited Liability Company) with Vermont Secretary of State, Corporations Division
Filing fee is $20. Online filing is available through the state portal. Mail filings are accepted.
- Close federal tax obligations with the IRS
File the final federal return, check the "final return" box, and file Form 966 if the LLC had C-corp tax treatment. Close the EIN by writing to the IRS. See the IRS close-a-business page for the full federal checklist.
- Cancel other registrations
Sales tax permits, employer accounts, business licenses, fictitious-name registrations, and foreign-qualification filings in other states all need to be wound down separately from the LLC dissolution itself. The state won't do this automatically.
How this plays out in Vermont
Start with the member vote. 11 V.S.A. Section 4051 dissolves the LLC on an event or circumstance specified in the operating agreement, on the consent of all members in the absence of an operating agreement threshold, after 90 consecutive days without members, or on judicial dissolution. Run the vote at whatever threshold the agreement sets and record it in a written consent.
File Articles of Termination through the Vermont bizfilings portal. The fee is $20 online or by mail to the Corporations Division at 128 State Street in Montpelier. Online filings typically process within about 3 business days. Mail filings run closer to 10. Vermont does not offer a paid expedite tier, so online is the fastest path.
Close the tax side. Vermont requires no clearance certificate, but the Department of Taxes expects final returns for Vermont income tax (if the LLC elected corporate treatment), sales and use tax, meals and rooms tax, and any payroll withholding. Close those accounts through myVTax. Finish federally: file a final federal return with the final-return box checked, file IRS Form 966 within 30 days of the dissolution resolution if the LLC had C-corp treatment, and send a written EIN closure letter to the IRS.
What a clean Vermont dissolution actually costs
The Secretary of State fee is rarely the biggest line item. For most Vermont LLC owners, the real cost is a combination of the filing fee, outstanding state tax, federal closure, and any foreign-LLC wind-downs in other states.
| Cost component | Amount | Notes |
|---|---|---|
| Base Secretary of State filing | $20 | Filed with Vermont Secretary of State, Corporations Division |
| Final federal return (DIY) | Free | Or $200 to $800 if a CPA prepares it |
| Foreign-LLC withdrawals (if any) | $10 to $125 per state | Each state where you qualified as foreign LLC |
How Vermont compares to other states
At $20, Vermont's dissolution fee is below the national average of $46, closer to the free end of the spectrum. Across all 51 US jurisdictions, the median dissolution fee is $30 and the average is $46; fees cluster between $0 and $75, with Delaware and DC at the $220 top end. By fee ranking, Vermont sits at #15 from cheapest to most expensive.
Filing path matters as much as the fee. Vermont's online or mail dissolution process gives you flexibility: online for speed, mail as a backup when you need an original signature for another purpose. Vermont does not impose a formal tax clearance check, which shortens the overall timeline compared to states that do.
Requirements at a glance
Common pitfalls
The Vermont-specific trap is the retired PDF form. The Corporations Division no longer publishes a numbered Articles of Termination PDF, so any filer looking for one ends up chasing dead links. The current path is the bizfilings.vermont.gov portal (primary) or a typed statement meeting 11 V.S.A. Section 4057 requirements, hand-delivered or mailed to the Montpelier office. Do not rely on older guides that point to a form number.
The second pitfall is the annual report. Vermont LLCs owe an annual report to the Corporations Division, and missed reports put the LLC into delinquent status, which blocks voluntary termination until the reports are brought current. Back-file any missed annual reports through bizfilings.vermont.gov before submitting Articles of Termination, and budget for whatever late fees have accumulated.
What happens after the state accepts your filing
Once the Corporations Division accepts Articles of Termination, the LLC is terminated under Vermont law and the name returns to availability through the standard distinguishability review. Creditor claims survive dissolution under 11 V.S.A. Sections 4055 and 4056; optional notice to unknown claimants shortens the claim window, and without that notice, members remain exposed on distributed assets for the statutory period. Keep the LLC's operating agreement, bank records, and final tax returns for at least six years because the Department of Taxes can audit prior-year returns within that window. If the LLC had Vermont employees, close the Department of Labor UI account separately.
Documents and filings checklist
- Written consent or meeting minutes
Record the member vote to dissolve. Keep with corporate records.
- Articles of Termination (Limited Liability Company)
Filed with $20 fee at Vermont Secretary of State, Corporations Division.
- Final federal return
Form 1065 (multi-member), Schedule C on 1040 (single-member), or 1120/1120-S if corp-taxed. Check the "final return" box.
- IRS Form 966
Only if the LLC had C-corp tax treatment. Due within 30 days of the dissolution resolution.
- IRS EIN closure letter
Sent to the IRS requesting the EIN be closed. See the IRS close-a-business checklist.
- State tax permit cancellations
Sales tax, employer withholding, unemployment insurance. Each is a separate filing with the state tax and labor agencies.
- Foreign-LLC withdrawals
Certificate of Withdrawal filed with each state where the LLC was registered to do business as a foreign LLC.
Filing agency
Vermont Secretary of State, Corporations Division
- Website
- sos.vermont.gov/corporations
- Phone
- (802) 828-2386
- SOS.CorporationsSupport@vermont.gov
- Vermont Secretary of State, Corporations Division, 128 State Street, Montpelier, VT 05633-1104
- Office
- 128 State Street, Montpelier, VT 05633-1104
- Hours
- 7:45 AM to 4:30 PM Eastern, Monday to Friday
Frequently Asked Questions
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How much does it cost to dissolve a Vermont LLC?
Articles of Termination cost $20 under 11 V.S.A. Section 4012(a)(8), filed through the bizfilings.vermont.gov portal or by mail to the Montpelier office. Vermont does not offer paid expedited service. Budget for any missed annual report fees if the LLC is behind, because the Corporations Division will not accept termination for a delinquent LLC.
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How long does Vermont LLC dissolution take?
Online filings through bizfilings.vermont.gov typically process within about 3 business days. Mail filings run closer to 10. The state offers no paid expedite tier. With no tax clearance in the path, the Corporations Division's queue sets the timeline.
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Does Vermont require a tax clearance certificate?
No. The Vermont Department of Taxes does not issue a clearance certificate that the Corporations Division requires before accepting Articles of Termination. The LLC still has to file final returns (income, sales and use, meals and rooms, payroll) and close those accounts through myVTax, but that runs in parallel rather than through a separate clearance step.
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What vote is needed to dissolve a Vermont LLC?
11 V.S.A. Section 4051 dissolves the LLC on an event specified in the operating agreement, on unanimous member consent where the agreement is silent, after 90 consecutive days without members, or on judicial dissolution. The operating agreement controls the threshold. Put the decision in writing before filing. See the Vermont LLC formation page for more on operating agreement rules.
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Why can't I find a Vermont Articles of Termination PDF?
Because the Corporations Division retired the numbered form when it migrated to bizfilings.vermont.gov. Filers complete termination through the portal or submit a typed statement meeting 11 V.S.A. Section 4057 requirements. Older third-party guides link to PDFs that the state no longer hosts; those links are dead.
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What happens if I just stop filing the annual report?
Vermont assesses late fees, and continued non-filing eventually leads to administrative dissolution of the LLC. That leaves the entity in terminated-for-cause status rather than cleanly voluntarily dissolved, which complicates future reinstatement or name reuse, and reinstatement fees cost more than the $20 Articles of Termination would have. Voluntary termination is the cheap exit.
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Do I need to notify the IRS?
Yes. File a final federal return with the final-return box checked, file IRS Form 966 within 30 days of the dissolution resolution if the LLC had C-corp tax treatment, and write to the IRS to close the EIN. Vermont's Corporations Division and the IRS are separate systems. See the IRS close-a-business page for the federal checklist.
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How long does LLC dissolution take in Vermont?
Online filings are processed in about 3 business days through the state portal. Mail filings take about 10 business days once received.
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Can I file the Articles of Termination (Limited Liability Company) online?
Yes. Vermont accepts LLC dissolution filings online through the state portal. Mail is also accepted as an alternative.
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Do I need a tax clearance certificate in Vermont?
No. Vermont does not require a separate tax clearance certificate before accepting LLC dissolution. That said, paying any outstanding state tax obligations is always advisable before filing. Ignoring them can lead to the state collecting from former members or trustees after dissolution.
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What vote is required to dissolve a Vermont LLC?
Vermont's LLC statute specifies a per operating agreement member vote to dissolve, unless the operating agreement sets a different threshold. Most LLCs follow the statutory default. Document the vote in a written consent or meeting minutes before filing any dissolution paperwork.
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Does dissolution close my federal tax obligations?
No. The Vermont Secretary of State does not notify the IRS. You have to close the federal side separately: file a final federal return marked as "final," file IRS Form 966 within 30 days if the LLC had C-corp tax treatment, and close the EIN by writing to the IRS. The EIN stays on file forever; closing it flags the entity as inactive so automated notices stop. See the IRS close-a-business page for the full federal checklist.
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Will my LLC name become available for someone else to use after dissolution?
In most cases yes. Vermont typically releases the LLC name back to the general pool once the dissolution filing is accepted, and a third party can register a new entity under the same name shortly thereafter. If preserving the brand matters, keep a minimal LLC active or register the business name as a trademark.
Related
Sources
- Filing fee: legislature.vermont.gov/statutes/section/11/025/04012 · verified April 21, 2026
11 V.S.A. §4012(a)(8): Articles of Termination for a domestic LLC filing fee = $20.00 (unchanged by 2023 Act 77). Foreign LLC Certificate of Cancellation under §4012(a)(9) is also $20.00. Authority: Vermont Revised Uniform Limited Liability Company Act (Title 11, Chapter 25). - Form url: sos.vermont.gov/corporations/copies-certificates/forms-request/ · verified April 21, 2026
Vermont has migrated most LLC filings to the bizfilings.vermont.gov portal; the Corporations Division no longer publishes a numbered Articles of Termination PDF. Filers complete dissolution/termination online through the portal. Paper filings may be delivered to 128 State Street with a typed statement meeting 11 V.S.A. §4057 requirements. - Expedited: sos.vermont.gov/corporations/ · verified April 21, 2026
Vermont does not publish a formal expedited service tier for LLC filings. Online submissions through bizfilings.vermont.gov are generally processed within a few business days. Recorded as offered: false. - Tax clearance required: tax.vermont.gov/business/close-business · verified April 21, 2026
Vermont Department of Taxes Close a Business guidance: LLCs must file final returns for corporate/business income (if applicable), sales and use tax, meals and rooms, and payroll. The Department of Taxes does not issue a tax clearance certificate that the SoS requires before termination. Recorded as taxClearanceRequired: false. - Member vote standard: legislature.vermont.gov/statutes/section/11/025/04051 · verified April 21, 2026
11 V.S.A. §4051 provides that an LLC is dissolved upon the occurrence of an event or circumstance specified in the operating agreement, the consent of all members (in the absence of an operating agreement threshold), the passage of 90 consecutive days without members, or judicial dissolution. Recorded as 'per operating agreement'. - Public notice required: legislature.vermont.gov/statutes/section/11/025/04055 · verified April 21, 2026
11 V.S.A. §4055 and §4056 authorize (but do not require) a dissolved LLC to publish notice to unknown claimants. No mandatory newspaper publication for dissolution. - Name becomes available after: sos.vermont.gov/corporations/ · verified April 21, 2026
Vermont does not publish a specific statutory waiting period for name reuse after termination. Field set to null. - Irs closure url: www.irs.gov/businesses/small-businesses-self-employed/closing-a-busine… · verified April 21, 2026
IRS canonical Closing a Business reference.